Charlestowne Premium Beverages Inc. (FPWM)

[klh19]

Did you notice this in the last 10KSB?
This is what I believe is the reason for the low price. The shares we spent to finance what we believe will make this stock go up, are right now causing it to go down.


SHAREHOLDERS COULD INCUR NEGATIVE IMPACT DUE TO THE AVAILABILITY OF RESALE OF A SIGNIFICANT PERCENTAGE OF OUR OUTSTANDING SHARES OF COMMON STOCK.


On February 22, 2006, we filed a Form SB-2 registration statement with the SEC (the “Registration Statement”). As of May 1, 2006, there were 141,562,412 shares of our common stock outstanding. Of these shares, approximately 48,250,022 shares of our common stock were eligible to be sold pursuant Rule 144 of the Securities Act of 1933, as amended (the “Securities Act”). However, 10,945,473 of these shares of common stock are subject to lock up agreements with varying termination dates. In the event that a substantial number of these shares are offered for sale in the market by several holders, the market price of our common stock could be adversely affected. Additionally, the registration of up to 173,434,872 shares pursuant to the Registration Statement will also increase the number of common shares which could be sold in the public market. The availability of public trading for such a large number of shares may have an adverse effect on the trading prices of our common stock. Further, we are not engaging an underwriter to assist in a distribution of shares on behalf of the selling stockholders under the registration statement. No prediction can be made as to the effect, if any, that sales of shares of our common stock or the availability of such shares for sale will have on the market prices prevailing from time to time. Nevertheless, the possibility that substantial amounts of common stock may be sold in the public market would likely have an adverse effect on prevailing market prices for the common stock.